PALADIN(00495) - 2025 - 年度业绩

Performance Summary This section provides an overview of the Group's financial performance and position, highlighting key figures from the consolidated statements of profit or loss and financial position Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group recorded a loss of 145,279 thousand HKD for the year ended June 30, 2025, an increase from 133,409 thousand HKD in 2024, driven by a 92.7% revenue growth but exacerbated by fair value losses on investment properties and increased operating expenses | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 43,805 | 22,733 | 92.7% | | Cost of sales and services | (20,434) | (9,142) | 123.5% | | Gross profit | 23,371 | 13,591 | 72.0% | | Other gains and losses | (122,506) | (96,558) | 26.9% | | Operating loss | (139,068) | (127,453) | 9.1% | | Loss for the year | (145,279) | (133,409) | 8.9% | | Basic loss per share (HK cents) | (9.38) | (9.29) | 1.0% | Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities were 417,945 thousand HKD, a 25.9% decrease from 2024, reflecting a significant reduction in investment properties within non-current assets and an expanded net current liabilities, indicating financial pressure | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 526,691 | 658,992 | -20.1% | | Total current assets | 29,805 | 46,476 | -35.9% | | Total current liabilities | 138,551 | 141,354 | -2.0% | | Net current liabilities | (108,746) | (94,878) | 14.6% | | Net assets | 398,861 | 543,409 | -26.6% | | Total equity | 398,861 | 543,409 | -26.6% | Notes to the Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, covering accounting policies, significant judgments, and breakdowns of key financial figures Basis of Preparation and Going Concern The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, despite the Group facing significant going concern uncertainties due to a 145,279 thousand HKD loss and 108,746 thousand HKD net current liabilities in FY2025, which the Board believes are mitigated by various measures Basis of Preparation The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the HKICPA and comply with the disclosure requirements of the Listing Rules and the Companies Ordinance - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (including HKFRSs, HKASs, and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants[7] - The statements also comply with the disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Companies Ordinance (Cap. 622)[7] Material Uncertainty Related to Going Concern and Mitigating Factors The Group faces significant going concern uncertainties due to a 145,279 thousand HKD loss and 108,746 thousand HKD net current liabilities in FY2025, which the Board has assessed and addressed with mitigating measures including shareholder support, undrawn bank facilities, and cost control strategies - As of June 30, 2025, the Group incurred a loss of approximately 145,279 thousand HKD and had net current liabilities of approximately 108,746 thousand HKD, constituting a material uncertainty related to going concern[8] - The Board has prepared cash flow forecasts for the 18 months ending December 31, 2026, and believes the Group has sufficient working capital to meet current requirements[8] - Mitigating factors include scheduled repayment of secured bank loans, Gold Seal Holdings Limited's agreement not to demand repayment of approximately 11,687 thousand HKD owed by the Group, 65,000 thousand HKD in undrawn bank facilities, and strategies to enhance revenue and control costs[10] Adoption of New and Revised Hong Kong Financial Reporting Standards The Group has adopted several HKFRS amendments effective July 1, 2024, with no material impact on prior or current periods, while the Board is evaluating the potential significant effects of HKFRS 18 on financial statement presentation and disclosure, which is issued but not yet effective - The Group has initially applied amendments to HKAS 1, HK(IFRIC)-Int 5, and HKAS 7 & HKFRS 7, which had no material impact on prior or current periods[11] - HKFRS 18 (Presentation and Disclosure in Financial Statements), effective January 1, 2027, is expected to introduce significant changes to financial statement presentation, including profit or loss structure, disclosure of management-defined performance measures, and aggregation and disaggregation requirements[12][13] Standards Applied The Group has adopted several HKFRS amendments effective July 1, 2024, including those on liability classification, non-current liabilities with covenants, classification of term loans with demand clauses, and supplier finance arrangements, none of which had a material impact on amounts recognized in prior periods - The Group has initially applied amendments to HKAS 1 regarding the classification of liabilities and non-current liabilities with covenants[11] - Amendments to HK(IFRIC)-Int 5 concerning the classification by a borrower of a term loan with a repayment on demand clause, and HKAS 7 & HKFRS 7 regarding supplier finance arrangements, have also been applied[11] - These amendments and interpretations had no material impact on amounts recognized in prior periods and are not expected to have a significant impact on the current or future periods[11] Standards Issued But Not Yet Effective The HKICPA has issued several new standards and amendments not yet effective, notably HKFRS 18 (Presentation and Disclosure in Financial Statements), which is expected to significantly alter financial statement presentation, including profit or loss structure, disclosure of management-defined performance measures, and aggregation and disaggregation requirements, with the Board currently assessing its impact - HKFRS 18 (Presentation and Disclosure in Financial Statements), effective January 1, 2027, will replace HKAS 1[12][13] - This standard will introduce significant changes, focusing on financial performance information presented in the statement of profit or loss, thereby impacting the presentation and disclosure of financial statements[13] - Key changes involve the structure of the statement of profit or loss, required disclosures for management-defined performance measures, and enhanced requirements for aggregation and disaggregation of information[13] Revenue Total revenue for FY2025 was 43,805 thousand HKD, a 92.7% increase from 22,733 thousand HKD in 2024, primarily driven by a significant rise in goods sales, while rental income remained stable | Revenue Source | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Sale of goods | 34,794 | 13,525 | 157.2% | | Autonomous mobile robot solutions and related services | 330 | 527 | -37.4% | | Rental income | 8,681 | 8,681 | 0.0% | | Total Revenue | 43,805 | 22,733 | 92.7% | - Revenue recognized at a point in time from the transfer of products was 34,794 thousand HKD (2024: 13,525 thousand HKD), while revenue from services transferred over time was 330 thousand HKD (2024: 527 thousand HKD)[15] Segment Information The Group primarily operates in property investment and R&D segments, with R&D revenue significantly growing by 150% in FY2025 while property investment revenue remained flat, and Finland's revenue contribution notably increased, with major customer revenue concentrated in these two segments - The Group has two operating segments: property investment (leasing of investment properties) and research and development (R&D, production, and sales of high-tech products and solutions)[16][18] | Segment | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Property Investment | 8,681 | 8,681 | 0.0% | | R&D | 35,124 | 14,052 | 150.0% | | Total | 43,805 | 22,733 | 92.7% | Operating Segments The Group operates property investment and R&D segments; in FY2025, property investment generated 8,681 thousand HKD revenue with a 105,320 thousand HKD segment loss, while R&D generated 35,124 thousand HKD revenue with a 6,739 thousand HKD segment loss, showing significant R&D revenue growth but expanded property investment loss due to fair value losses on investment properties - The Group has two reportable operating segments: property investment (leasing of investment properties) and research and development (R&D, production, and sales of high-tech products and solutions)[16][18] | Segment | 2025 Revenue (thousand HKD) | 2025 Segment Loss (thousand HKD) | 2024 Revenue (thousand HKD) | 2024 Segment Loss (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Property Investment | 8,681 | (105,320) | 8,681 | (95,458) | | R&D | 35,124 | (6,739) | 14,052 | (13,800) | | Total | 43,805 | (112,059) | 22,733 | (109,258) | - The primary non-cash item for the property investment segment was fair value loss on investment properties, amounting to 111,439 thousand HKD in 2025 and 100,300 thousand HKD in 2024[19] Geographical Information In FY2025, revenue contribution from Finland significantly increased by 145.1% from 13,147 thousand HKD in 2024 to 32,220 thousand HKD, while Hong Kong's revenue remained stable, and other regions also saw growth | Region | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 8,681 | 8,681 | 0.0% | | Finland | 32,220 | 13,147 | 145.1% | | Others | 2,904 | 905 | 220.9% | | Consolidated Total | 43,805 | 22,733 | 92.7% | - The Group's non-current assets (excluding certain property, plant, and equipment) are primarily located in Hong Kong[21] Revenue from Major Customers In FY2025, customer A's revenue in the property investment segment remained stable at 8,681 thousand HKD, while R&D segment customers B, C, and D experienced significant growth, with customer B's revenue increasing by 481.3% from 1,329 thousand HKD to 7,726 thousand HKD | Customer | Segment | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Customer A | Property Investment | 8,681 | 8,681 | 0.0% | | Customer B | R&D | 7,726 | 1,329 | 481.3% | | Customer C | R&D | 5,181 | 2,046 | 153.2% | | Customer D | R&D | 3,865 | 1,768 | 118.6% | Other Income Other income for FY2025 was 630 thousand HKD, a 100.6% increase from 314 thousand HKD in 2024, primarily due to higher bank interest income and other miscellaneous income, with government grants no longer recognized | Income Source | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Government grants received | – | 43 | -100.0% | | Bank interest income | 480 | 244 | 96.7% | | Others | 150 | 27 | 455.6% | | Total | 630 | 314 | 100.6% | Other Gains and Losses Net other gains and losses for FY2025 resulted in a 122,506 thousand HKD loss, a 26.9% increase from the 96,558 thousand HKD loss in 2024, primarily due to increased fair value losses on investment properties and a significant rise in impairment of property, plant, and equipment | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Fair value loss on investment properties | (111,439) | (100,300) | 11.1% | | Fair value gain on financial assets at FVTPL | 138 | 737 | -81.3% | | Fair value gain on convertible bonds | 3,448 | 3,831 | -10.0% | | Gain on dissolution of a subsidiary | – | 4,934 | -100.0% | | Impairment of property, plant and equipment | (15,841) | (6,398) | 147.6% | | Loss on disposal of a subsidiary | (85) | – | N/A | | Net exchange gain | 1,273 | 676 | 88.3% | | Total | (122,506) | (96,558) | 26.9% | Finance Costs Finance costs for FY2025 were 6,139 thousand HKD, a 10.1% increase from 5,577 thousand HKD in 2024, primarily driven by higher interest on bank borrowings | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 5,995 | 5,429 | 10.4% | | Interest on other borrowings | 144 | 148 | -2.7% | | Total | 6,139 | 5,577 | 10.1% | Income Tax Expense Income tax expense for FY2025 was 72 thousand HKD, an 81.0% decrease from 379 thousand HKD in 2024, primarily due to reduced Hong Kong profits tax provision for the current year and an adjustment for over-provision in the prior year | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Current tax – Hong Kong profits tax provision for the year | 141 | 319 | -55.8% | | Under/(over) provision in prior year | (69) | 60 | -215.0% | | Total | 72 | 379 | -81.0% | - Hong Kong profits tax operates under a two-tiered system, with the first 2,000,000 HKD of assessable profits taxed at 8.25% and the remainder at 16.5%[23] - Enterprise income tax in the People's Republic of China is provided at 25%[24] Loss Per Share Basic loss per share for FY2025 was 9.38 HK cents, slightly higher than 9.29 HK cents in 2024, with diluted loss per share being identical due to the anti-dilutive nature of convertible bonds and option exercise prices exceeding the average market price | Metric | 2025 | 2024 | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (thousand HKD) | 145,144 | 130,130 | 11.5% | | Weighted average number of ordinary shares in issue (shares) | 1,546,826,985 | 1,401,371,757 | 10.4% | | Basic loss per share (HK cents) | (9.38) | (9.29) | 1.0% | | Diluted loss per share (HK cents) | (9.38) | (9.29) | 1.0% | - For the years ended June 30, 2025 and 2024, diluted loss per share was the same as basic loss per share because convertible bonds had an anti-dilutive effect, and the exercise price of share options was higher than the average market price of the shares[26] Dividends The Company neither paid nor proposed any dividends for the year ended June 30, 2025, and no dividends have been recommended since the end of the reporting period - The Company neither paid nor proposed any dividends for FY2025 and FY2024[27] Trade and Other Receivables As of June 30, 2025, total trade and other receivables were 5,308 thousand HKD, a 10.7% decrease from 5,945 thousand HKD in 2024, driven by a significant reduction in trade receivables, while other receivables, deposits, and prepayments increased | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables | 908 | 2,618 | -65.3% | | Other receivables | 2,110 | 1,582 | 33.4% | | Deposits | 1,307 | 1,108 | 18.0% | | Prepayments | 983 | 637 | 54.3% | | Total | 5,308 | 5,945 | -10.7% | - The credit period for trade receivables generally ranges from 30 to 90 days from the invoice date, and the Directors regularly review overdue balances[28] - Trade receivables aged 0 to 90 days were 908 thousand HKD in 2025, compared to 2,183 thousand HKD in the same period of 2024, indicating a reduction in overdue amounts[29] Trade and Other Payables As of June 30, 2025, total trade and other payables were 18,866 thousand HKD, a 34.0% increase from 14,078 thousand HKD in 2024, driven by significant increases in trade payables and accrued expenses | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Trade payables | 1,343 | 598 | 124.6% | | Accrued expenses | 5,255 | 3,182 | 65.1% | | Rental deposits received | 3,969 | 3,969 | 0.0% | | Other payables | 8,299 | 6,329 | 31.1% | | Total | 18,866 | 14,078 | 34.0% | - The carrying amounts of trade payables are denominated in Euro[29] Extracts from Independent Auditor's Report This section presents key findings from the independent auditor's report, specifically addressing material uncertainties related to the Group's going concern ability Material Uncertainty Related to Going Concern The independent auditor's report highlights a material uncertainty regarding the Group's going concern ability, stemming from a 145,279 thousand HKD loss and 108,746 thousand HKD net current liabilities for the year ended June 30, 2025, though the auditor's opinion remains unmodified on this matter - The auditor draws attention to the Group's loss of approximately 145,279 thousand HKD and net current liabilities of approximately 108,746 thousand HKD in FY2025[31] - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[31] - The auditor's conclusion is not modified in respect of this matter, indicating an unmodified opinion on the overall truth and fairness of the financial statements[30][31] Management Discussion and Analysis This section provides management's perspective on the Group's business performance, financial position, and future outlook, including operational highlights and strategic initiatives Business Review and Outlook The Group's FY2025 loss expanded to approximately 145,000 thousand HKD, primarily due to reduced fair value of investment properties and impairment expenses, while property investment revenue remained stable, and high-tech product development is actively pursuing next-generation technologies, expected to be a significant revenue contributor in the future - The Group recorded a loss of approximately 145,000 thousand HKD for FY2025, an increase from approximately 133,000 thousand HKD in FY2024[35] - The loss was primarily attributable to a decrease in the fair value of investment properties by approximately 111 million HKD and an impairment expense of 16 million HKD for leasehold land and buildings[35] - The Group's principal businesses are property investment and the research and development of high-tech systems and application solutions[34] Overall Financial Performance The Group recorded a loss of approximately 145,000 thousand HKD in FY2025, an increase from 133,000 thousand HKD in 2024, primarily due to a 111 million HKD decrease in fair value of investment properties and 16 million HKD impairment expense for leasehold land and buildings - The Group recorded a loss of approximately 145,000 thousand HKD for FY2025, compared to a loss of approximately 133,000 thousand HKD for the corresponding period in 2024[35] - The loss was primarily attributable to a decrease in the fair value of investment properties by approximately 111 million HKD and an impairment expense of 16 million HKD for leasehold land and buildings[35] Property Investment Property investment business turnover (rental income) for FY2025 was approximately 9,000 thousand HKD, consistent with 2024, and the Group will continue to identify and explore investment opportunities to strengthen its portfolio - Property investment business turnover (including rental income) for FY2025 was approximately 9,000 thousand HKD, remaining stable compared to 2024[36] - The Group will continue to identify and explore investment opportunities to strengthen its investment portfolio[37] Development of High-Tech Products The Group is actively developing next-generation technology applications in imaging, monitoring, navigation, and advanced semiconductor processing with substantial investments, aiming for the technology division to become a significant revenue contributor by the end of the decade, primarily through subsidiaries like Pexray Oy, Navigs Oy, and Dynim Oy - The Group is actively developing next-generation technology applications covering imaging, monitoring, navigation, and advanced semiconductor processing, having made substantial investments[38] - The goal is for the technology division to become a significant revenue contributor to the Group by the end of this decade[38] - Total sales of high-tech products for FY2025 were approximately 32,000 thousand HKD[40] Pexray Oy (Portable X-ray Detection Equipment) Pexray Oy develops portable digital X-ray detection equipment for industrial and security applications, with total sales of approximately 32,000 thousand HKD in FY2025, where non-destructive testing sales surpassed security sales and are the primary growth driver, and a new battery-powered portable X-ray source was launched and first shipped in 2022 - Pexray Oy develops portable digital X-ray detection equipment for industrial and security applications, including weld inspection, corrosion detection, explosive ordnance disposal (EOD), and baggage screening[39] - Total sales for FY2025 were approximately 32,000 thousand HKD[40] - Non-destructive testing sales exceeded security sales, with growth for FY2024-2025 and FY2025-2026 primarily driven by non-destructive testing sales[42] - Pexray launched a new battery-powered portable X-ray source in 2022, with first shipments in April 2022, marketed as a standalone product in the non-destructive testing market[42] Navigs Oy (GNSS and Imaging Positioning) Navigs Oy specializes in advanced GNSS and imaging positioning solutions for precision agriculture, off-highway industrial vehicles, marine navigation systems, and drones, with a product portfolio including IPESSA Tiny, Base Station (first delivered December 2023), Nano (shipped FY2023-24), and Yaw Bar (sales commenced) - Navigs Oy develops state-of-the-art GNSS and imaging positioning solutions for precision agriculture, off-highway industrial vehicles, marine navigation systems, and drones[43] - The product portfolio includes IPESSA Tiny (prototype completed early 2021, customer trials finished), IPESSA Base Station (first base station delivered December 2023), IPESSA Nano (first units shipped in FY2023-24), and IPESSA Yaw Bar (sales commenced)[43] Dynim Oy and RTK VINS Project Portfolio (Advanced Navigation Platform) Dynim Oy collaborates with sister companies to develop the RTK VINS series, providing high-precision, scalable positioning, sensing, and connectivity solutions for next-generation autonomous systems, with the portfolio including RTK VINS AI (NVIDIA-based, Q4 2025 release expected), RTK VINS Lite (Qualcomm-based, Android version entering new manufacturing cycle), and RTK VINS Dual Core (STM-based, first batch for testing in Q3 2025) - Dynim Oy collaborates with sister companies to develop the RTK VINS series, offering positioning, sensing, and connectivity features, aiming to provide high-precision, scalable solutions for next-generation autonomous systems[44][51] - The RTK VINS AI (NVIDIA-based) prototype faces stereo synchronization and driver issues, with the first version expected to be released in Q4 2025[45] - The Android version of RTK VINS Lite (Qualcomm-based) is entering a new three-month manufacturing cycle[46] - The RTK VINS Dual Core (STM-based) mainboard has completed manufacturing and testing, with the first batch to be sent for further testing and development in Q3 2025[49] - Dynim will market its products under the Dynim brand in the EU market and is actively expanding its engineering team in Vietnam[50] Liquidity, Financial Resources and Capital Structure As of June 30, 2025, the Group had net current liabilities of approximately 109,000 thousand HKD, a current ratio of 0.22, and bank balances and cash of approximately 19,000 thousand HKD, with total liabilities around 158,000 thousand HKD and a debt-to-capital ratio of approximately 28%, with most assets and borrowings denominated in HKD, posing no significant exchange rate risk - As of June 30, 2025, the Group had net current liabilities of approximately 109,000 thousand HKD and a current ratio of 0.22[54] - Bank balances and cash amounted to approximately 19,000 thousand HKD[54] Composition of Outstanding Liabilities (June 30, 2025) | Item | Amount (thousand HKD) | | :--- | :--- | | Trade and other payables | 19,000 | | Amounts due to related parties | 13,000 | | Secured bank borrowings | 101,000 | | Other borrowings and liabilities | 25,000 | | Total | 158,000 | - The Group's debt-to-capital ratio (total liabilities divided by total assets) was approximately 28%[55] - Bank borrowings are secured by investment properties and leasehold land and buildings valued at approximately 162,000 thousand HKD and 164,000 thousand HKD, respectively[54] Material Investments, Acquisitions and Disposals For the year ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, nor any significant investments - In FY2025, the Group had no material acquisitions or disposals of subsidiaries[56] - As of June 30, 2025, the Group had no material investments[57] Employees and Remuneration Policy As of June 30, 2025, the Group had a total of 43 employees, with remuneration determined based on market conditions - As of June 30, 2025, the Group had a total of 43 employees[58] - Employee remuneration is determined based on market conditions[58] Contingent Liabilities As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[59] Share Purchases and Redemptions For the year ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares - In FY2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares[60] Issue of New Shares upon Redemption of Convertible Bonds Convertible bonds due November 23, 2024, were converted into 243,661,670 new conversion shares, credited as fully paid, on November 25, 2024, instead of being repaid in cash - Convertible bonds due November 23, 2024, were settled by issuing conversion shares rather than cash repayment[61] - On November 25, 2024, outstanding convertible bonds were converted into 243,661,670 new conversion shares, credited as fully paid[61] Board Diversity and Compliance with Listing Rules In accordance with Listing Rule 13.92, the Company must appoint at least one director of a different gender by December 31, 2024, to meet diversity requirements, and is actively seeking suitable candidates to fill the necessary board positions - Under Listing Rule 13.92, a single-gender board does not meet diversity requirements, and issuers must appoint at least one director of a different gender by December 31, 2024[62] - The Company is committed to identifying and appointing suitable candidates to fill the required board positions as soon as possible[62] Update on HKEX's Decision Regarding Listing Rule 13.24 The HKEX Listing Department has determined that the Company failed to maintain sufficient operations and assets of sufficient value under Listing Rule 13.24, leading to the suspension of its shares from trading since November 27, 2024, and requiring compliance within 18 months to avoid delisting - The HKEX Listing Department has determined that the Company failed to maintain a sufficient level of operations and assets of sufficient value as required by Listing Rule 13.24[63] - The Company's shares have been suspended from trading on the HKEX since November 27, 2024, and will remain suspended until further notice[63] - The Company must take necessary actions to demonstrate compliance with Listing Rule 13.24 within 18 months from November 27, 2024, otherwise the HKEX may cancel the listing of its shares[63] Other Information This section includes additional disclosures on corporate governance, regulatory compliance, and other pertinent information regarding the Company's operations Review of Annual Results The Audit Committee has reviewed the Group's annual results for the year ended June 30, 2025 - The Audit Committee has reviewed the Group's annual results for the year ended June 30, 2025[65] Corporate Governance The Company complied with all code provisions of the Corporate Governance Code in FY2025, with exceptions including insufficient board gender diversity, non-attendance of some independent non-executive directors at general meetings, and the roles of Chairman and Chief Executive Officer being held by the same individual - The Company complied with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for FY2025, with certain exceptions[66] - A board diversity policy has been adopted, but a suitable female director has not yet been identified[69] - Certain independent non-executive directors were unable to attend the annual general meeting due to other commitments[69] - Dr. Weng Shihu, the Chairman, temporarily holds the position of Chief Executive Officer, a structure the Board believes provides strong leadership and efficient business planning[69] Continued Suspension of Trading The Company's shares have been suspended from trading on the HKEX since 9:00 a.m. on November 27, 2024, and will remain suspended until further notice, with the Company advising shareholders and potential investors to exercise caution when dealing in its securities - The Company's shares have been suspended from trading on the HKEX since 9:00 a.m. on November 27, 2024[67] - Trading in the shares will remain suspended until further notice[67] - The Company advises shareholders and potential investors to exercise caution when dealing in the Company's securities[68]